Directors Report of Transpact Enterprises Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 12^th Annual Report on the Business and Operations of
the Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial highlights for the financial year ended March 31, 2025

and the previous financial year ended March 31, 2024 is given below:

(Rs. In lakhs)

Particulars	31st March, 2025	31st March, 2024
Total Income	8.25	-
Less: Expenditure	4.11	5.78
Profit before Depreciation	4.14	(5.78)
Less: Depreciation	3.72	3.72
Profit/loss before Tax	0.42	(9.50)
Tax Expenses:
Current Tax	-	-
Deferred Tax	(0.48)	(0.42)
Profit/Loss after Tax	0.90	(9.09)

2. STATE OF COMPANY''S AFFAIRS:

The company''s management and object changed in the current financial year due to which the Company
could not achieve its defined targets and goals which resulted in losses of the Company. However, your
Directors remain confident in the Company''s potential and believe that with the new direction and
leadership, the Company is well-positioned to achieve significant growth and success in the coming
years.

3. REVIEW OF OPERATIONS:

The Total Income of the Company stood at Rs. 8.25 lakhs for the financial year ended March 31, 2025
while there was no income in the previous year. The Company made a Net Profit of Rs. 0.90 lakhs for the
year ended March 31, 2025. Whereas, the net loss of the Company for the previous year stood at Rs.
(6.07) lakhs.

4. CASH FLOW STATEMENTS:

As required under Regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part
of Annual Report.

5. CONSOLIDATED FINANCIAL RESULTS:

The Company does not have any Subsidiary and Associates within the meaning of the Companies Act,
2013. Therefore, the requirement of Consolidated Financial Results is not applicable to the company.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Board has decided not to transfer any amount to the Reserves for the year under review.

7. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration the growth
of the company and to conserve resources, the Directors do not recommend any dividend for the year
ended March 31, 2025.

8. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires
dividends that are not encased/ claimed by the shareholders for a period of seven consecutive years, to
be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount
due for transfer to IEPF.

9. CHANGES IN SHARE CAPITAL:

During the Financial Year under review, there was no change in capital structure of the company as shown
in the table below and there are no outstanding shares issued with differential rights, sweat equity or
ESOS.

Particulars	No. of Shares as at 31st March, 2025	Capital as at 31st March, 2024
Shares outstanding at the beginning of the year	3,86,730	38,67,300
Changes during the year	0	0
Shares outstanding at the end of the year	3,86,730	38,67,300

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the" Listing
Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual
Report.

11. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company during the F.Y. 2024-2025 which is under
review. However, the new management has proposed the new business object proposed to be
undertaken by company for shareholders ''approval in the Annual General Meeting.

12. DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as
intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the
Code of Conduct of the Company.

13. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:

The company had no Subsidiary, Associate or Joint Venture as on 31^st March, 2025.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There were no such material changes and commitments affecting the financial position of the company
between the end of financial year and date of report.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to Sections 92(3) and 134 (3) (a) of the Act, the Annual Return (Form MGT-7) is available on the
Company''s website at the link: www.transpact.in

16. FAMILIARISATION PROGRAMME FOR DIRECTORS:

As a practice, all Directors (including Independent Directors) inducted to the Board go through a
structured orientation programme. Presentations are made by Senior Management giving an overview
of the operations, to familiarize the new Directors with the Company''s business operations. The
Directors are given an orientation on the products of the business, group structure, Board constitution
and procedures, matters reserved for the Board, and the major risks and risk management strategy of
the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Changes in KMP & Directors:

Sr. No.	Name of Director	Date of Appointment/ resignation	Designation
1.	Anand Prakash	3rd January, 2025	Resigned as Non-Executive Independent Director
2.	Anamika Tiwari	8th June, 2024	Appointed as Additional Non¬ Executive Woman Director
3.	Kaushik Waghela	5th August, 2024	Resigned as Additional Non¬ Executive Director

ii. Committees of Board of Directors as on May 13, 2025:

Sr. No.	Date	Committee	Name of Directors
1.	May 13, 2025	Audit Committee	Priya Goel (Chairman)
			Aditya Solanki (Member)
			Raman Talwar (Member)
2.	May 13, 2025	Nomination and Remuneration Committee	Aditya Solanki (Chairperson)
			Priya Goel (Member)
			Anamika Tiwari (Member)
3.	May 13, 2025	Stakeholder Relationship Committee	Anamika Tiwari (Chairperson)
			Priya Goel (Member)
			Raman Talwar (Member)

Mr. Kaushik Waghela & Mr. Anand Prakash have resigned from the Board of the Company w.e.f 5^th
August, 2024 and 3^rd January, 2025 respectively and Ms. Priya Goel was appointed on the Board of
the Company w.e.f 13^th May, 2025 pursuant to which all the Committees were re-constituted on 13^th
May, 2025.

Our Company has received annual declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence provided in Section 149(6) of the
Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and there has been no change in the circumstances, which may
affect their status as Independent Director during the year.

The Independent Directors met on 16^th July, 2024 without the attendance of Non-Independent
Directors and members of the Management. The Independent Directors reviewed the performance
of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company, taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

18. BOARD MEETINGS:

The Company held six meetings of its Board of Directors during the year.

Date of Board Meeting:

Sr. No.	Date	Total No. of Directors	Directors present
1.	12/04/2024	4	4
2.	30/05/2024	4	4
3.	08/06/2024	4	4
4.	05/08/2024	4	4
5.	30/08/2024	4	4
6.	14/11/2024	4	4
7.	03/01/2025	3	3

The name of members of the Board and their attendance at board meetings are as under:

Sr. No.	Name of Director	No. of meetings/ Total Meetings entitled to attend	Whether attended AGM or not?
1	Mr. Raman Talwar	7/7	YES
2	Mr. Kaushik Waghela	3/3	YES
3	Mr. Anand Prakash	6/6	YES
4	Mr. Aditya Solanki	7/7	YES
5	Ms. Anamika Tiwari	4/4	YES

19. GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as
under:

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Extra-Ordinary General Meeting	12th April, 2024
2.	Annual General Meeting	25th September, 2024

20. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The meetings of Audit Committee as per Section 177 of Companies Act, 2013, are mentioned below:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			29/05/2024	29/08/2024	13/11/2024	02/01/2025
PRIYA GOEL	Non-Executive Director	Chairperson	YES	YES	YES	YES
RAMAN TALWAR	Executive Director	Member	YES	YES	YES	YES
ADITYA SOLANKI	Non-Executive Director	Member	YES	YES	YES	YES

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the

Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company''s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor''s
Limited Review Report thereon / Audited Annual Financial Statements and Auditors'' Report thereon
before submission to the Board for approval. This would, inter alia, include reviewing changes in the
accounting policies and reasons for the same, major accounting estimates based on exercise of
judgement by the Management, significant adjustments made in the Financial Statements and / or
recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company''s
accounting principles with reference to the Accounting Standard policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the

Committee and possess sound knowledge of finance, accounting practices and internal controls.

(b) Nomination and Remuneration Committee:

The meetings of Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013,

are mentioned below:

Name of Director	Category	Position in the	Attendance at the Nomination and Remuneration Committee held on
		committee	07/06/2024	04/08/2025	15/12/2024
ADITYA SOLANKI	Non -Executive Independent Director	Chairperson	Yes	Yes	Yes
PRIYA GOEL	Non -Executive Independent Director	Member	Yes	Yes	Yes
ANAMIKA TIWARI	Non-Executive Director	Member	Yes	Yes	Yes

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on
certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior
Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key
Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain
criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board''s Report in "Annexure
I".

(c) Stakeholders Relationship Committee:

The meetings of Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013 are
mentioned below:

Name of Director	Category	Position in the	Attendance at the Stakeholders Relationship Committee held on
		committee	08/06/2024	29/08/2024
ANAMIKA TIWARI	Non - Executive Director	Chairperson	Yes	Yes
RAMAN TALWAR	Executive Director	Member	Yes	Yes
PRIYA GOEL	Non-Executive Independent Director	Member	Yes	Yes

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the
Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost,
defaced or destroyed, as per the laid down procedure;

• issue new certificates against sub division of shares, renewal, split or consolidation of share
certificates/certificates relating to other securities;

• issue and allot right shares/bonus shares pursuant to a Rights Issue/Bonus Issue made by the
Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees'' Stock Option Scheme(s), if any,
and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approval as may be
required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters
incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of
declared dividend /interest, change of address for correspondence etc. and to monitor action
taken;

• monitoring expeditious redressal of investors/stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints.
The Company had no share transfers pending as on March 31, 2025.

Ms. Amrita Gupta, Company Secretary of the Company is the Compliance Officer.

21. BOARD''S PERFORMANCE EVALUATION:

In compliance with the Act and Listing Regulations, the Board of Directors carried out an annual
evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out
performance evaluation of each Independent Director excluding the Independent Director being
evaluated.

The evaluation was done after taking into consideration inputs received from the Directors, setting
out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly
based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of
the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman
of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and
Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent
Directors, Chairperson of the Board and the Board as a whole.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and
rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not
applicable to the Company.

23. AUDITORS:

i. Statutory Auditors:

M/s NGMKS & Associates, Chartered Accountant were the Statutory Auditors of the Company,
to examine and audit the accounts of the Company for the financial year 2024-25. The Report
given by the Auditors on the Financial Statements of your Company is part of this Annual Report.

There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their
Report.

The Statutory Auditors Report to the Members for the Financial Year under review does not
contain any modified opinion or qualifications and the observations, Comments given in the
report of the Statutory Auditors read together with Notes to Accounts are self- explanatory and
hence, do not call for any further explanation or comments under Section 134(f) (i) of the Act.

ii. Cost Auditor:

The company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with
the Companies (Cost records &Audit) Rules, 2014, therefore such records are duly maintained.

The Board appointed M/s NAVP & Associates, Chartered Accountants, as the Internal Auditor of the
Company for the Financial Year 2024-25.

24. AUDITOR''S REPORT:

The Auditor''s Report and Secretarial Auditor''s Report does not contain any qualifications,
reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure which
forms part of this report.

25. VIGIL MECHANISM:

Our Company is committed to maintain the highest standard of honesty, openness and
accountability and recognise that employees play an important role in growth and expansion of
the company. They are the most valuable asset of the Company.

In accordance with the provisions of Section 177(9) & (10) of the Act, read with Rule 7 of the
Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of Listing
Regulations, the Company has adopted vigil mechanism policy to enable the Directors and
employees to have direct access to the Chairperson as well as the Members of the Audit
Committee. The Vigil Mechanism Policy is available on the website of the Company website at
www.transpact.in.

26. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has
appointed M/s NAVP & Associates, Chartered Accountants, as an Internal Auditors of the
Company to check the internal controls and functioning of the activities and recommend ways
of improvement. The Internal Financial Controls with reference to financial statements as
designed and implemented by the Company are adequate. The Internal Audit is carried out half
yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for
their consideration and direction.

During the year under review, no material or serious observation has been received from the internal
auditors of the Company for inefficiency or inadequacy of such controls.

27. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This
framework seeks to create transparency, minimize adverse impact on the business objectives and
enhance the Company''s competitive advantage. This framework is intended to assist in decision
making process that will minimize potential losses, improve the management in the phase of
uncertainty and the approach to new opportunities, thereby helping the Company to achieve its
objectives.

Your Company has been on a continuous basis reviewing and streamlining its various operational and
business risks involved in its business as part of its risk management policy. Your Company also takes
all efforts to train its employees from time to time to handle and minimize these risks.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company state that the applicable Secretarial Standards
i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of
Board of Directors and General Meetings respectively, have been duly complied with.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details as required under Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed as "Annexure -
III" with this report and is forming part of the Board''s Report.

The Company''s remuneration policy for Directors, Key Managerial Personnel and other employees
represents the overarching approach of the Company and is directed towards rewarding performance
based on review of achievements periodically.

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which
are available on its website www.transpact.in.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The nature of the activities of the Company is such that the disclosure in respect of Conservation of
energy and Technology Absorption pursuant to Rule 8 of Companies (Accounts) Rules, 2014 is not
applicable and the Company does not have any foreign exchange earnings and outgo during the
financial year under review.

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided
in the Financial statements.

33. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in compliance
with the Chapter V of the Act is not applicable.

34. CODE OF PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and
policy for disclosure of events and occurrences that could impact price discovery in the market for its
securities as per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code is available on the Company''s website
www.transpact.in.

35. RELATED PARTY TRANSACTIONS:

I) The particulars of contracts or arrangements with related parties:

Your Company has historically adopted the practice of undertaking related party transactions only in
the ordinary and normal course of business and at arm''s length as part of its philosophy of adhering
to highest ethical standards, transparency and accountability. In line with the provisions of the
Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party
transactions.

Further, Related Party Transactions are placed on a half yearly basis before the Audit Committee and
before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of
section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is annexed hereto and marked
as Annexure-II and forms part of this Report. All the transactions other than transactions mentioned
in AOC-2 is executed/undertaken by the Company at arm''s length and in ordinary course of the
business.

II) Disclosure of Related Party Transaction with Person or Entity belonging to Promoter & Promoter
Group:

The Company has not made any transaction(s) with an Entity belonging to Promoter or Promoter
Group that holds 10% or more shareholding of the Company:

III) Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate of the Company:

During the year under review, your Company did not have any subsidiary and associate. Hence the
said reporting is not applicable.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company''s operations in future.

37. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the
Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the
financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
an Internal Complaints Committee has been set up to redress complaints received regarding Sexual
Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees
(permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under,
the Company has not received any complaint of sexual harassment during they are under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering
business results. With regular communication and sustained efforts it is ensuring that employees are
aligned on common objectives and have the right information on business evolution.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts
companies which have listed their specified securities on SME Exchange from compliance with
corporate governance provisions.

41. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by the internal, statutory and secretarial auditors and
external consultants and the reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the Company''s internal Financial controls
were adequate and effective during the financial year 2024-25. Accordingly, pursuant to Section
134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed
and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended on March 31, 2025 and of the profit and loss and
cash flow of the Company for the period ended March 31, 2025;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts for the year ended March 31, 2025 on a going concern
basis;

v. They have laid down internal financial controls and the same have been followed by the Company
and that such internal financial controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

43. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, describing the Company''s objectives,
projections, estimates and expectations may constitute ''forward looking statements'' within the
meaning of applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances.

44. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed
services by all the employees of the Company. The Board of Directors would also like to express their
sincere appreciation for the assistance and co-operation received from the financial institutions,
banks, government and regulatory authorities, stock exchanges, customers, vendors, members,
debenture holders and debenture trustee during the year under review.

Registered Office:

204, 2nd Floor, Timmy Arcade, On Behalf of the Board Of Directors

Makwana Road, Marol, FOR TRANSPACT ENTERPRISES LIMITED

Andheri East, Mumbai - 400059

CIN: U33130MH2013PLC243247 Sd/-

Website: www.transpact.in Raman Talwar

Email: [email protected] Managing Director

DIN:07052896

Date: September 06, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors take pleasure in presenting their ll^thAnnual Report on the Business at
Operations of the Company and the Accounts for the Financial Year ended March 31,201
(period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial highlights for the financial year ended March31, 2024 and th
previous financial year ended March 31, 2023 is given below:

fRc In lnkh<

Particulars	31 March 2024	31 March 2023
Total Income	00.00	38.25
Less: Expenditure	9.50	44.98
Profit before Depreciation	(9.50)	(6.73)
Less: Depreciation	3.72	3.72
Profit/loss before Tax	(9.50)	(6.73)
Tax Expenses:
Current Tax	-	-
Deferred Tax	(0.42)	(0.14)
Profit/Loss after Tax	(9.09)	(6.59)

2. STATE OF COMPANY''S AFFAIRS:

The company''s management and object changed in the current financial year due to which
the Company could not achieve its defined targets and goals which resulted in losses of the
Company. However, your Directors remain confident in the Company''s potential and
believe that with the new direction and leadership, the Company is well-positioned to
achieve significant growth and success in the coming years.

3. REVIEWOF OPERATIONS:

The Total Income of the Company stood at Nil for the year ended March 31, 2024 as
against ^ 38.25 lakhs in the previous year. The Company made a Net (Loss) (after tax) of ^
9.50 lakhs for the year ended March 31, 2024 as compared to ^6.59 lakhs in the previous
year.

4. CASH FLOW STATEMENTS:

As required under Regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow
Statement forms part of Annual Report.

5. CONSOLIDATED FINANCIAL RESULTS:

The Company does not have any Subsidiary and Associates within the meaning of the
Companies Act, 2013. Therefore, the requirement of Consolidated Financial Results is not
applicable to the company.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT.
2013:

The Board has decided not to transfer any amount to the Reserves for the year under
review.

7. DIVIDEND:

The dividend policy for the year under review has been formulated taking into
consideration the growth of the company and to conserve resources, the Directors do not
recommend any dividend for the year ended March 31, 2024.

8. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVEST OR EDUCATION AND
PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013
requires dividends that are not encased/ claimed by the shareholders for a period of seven
consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF).
In FY 2023-24, there was no amount due for transfer to IEPF.

9. CHANGES IN SHARE CAPITAL:

During the Financial Year under review, there was no change in capital structure of the
company as shown in the table below and there are no outstanding shares issued with
differential rights, sweat equity or ESOS.

I ! . No. of Shares as at Capital as at

Particulars 31^stMarch,2024 31^stMarch,2023

Shares outstanding at the beginning 3,86,730 38,67,300

of the year

Changes during the year 0 0

Shares outstanding at the end of the 3,86,730 38,67,300

year

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is
presented in a separate section forming part of the Annual Report.

11. CHANGE IN NATURE OF BUSINESS. IFANY:

There has been no change in nature of business of the Company during the F.Y. 2023-2024
which is under review. However the new management has proposed the new business
object proposed to be undertaken by company for shareholders'' approval in the Annual
General Meeting.

12. DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 underSectionl64(2) and declarations
as to compliance with the Code of Conduct of the Company.

13. SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

The company had no Subsidiary, Associate or Joint Venture as on 31^st March, 2024.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no such material changes and commitments affecting the financial position of the
company between the end of financial year and date of report.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return(Form MGT-7) is
available on the Company''s website at the link: www.transpact.in

16. FAMILIARISATION PROGRAMMEE ORDIRECTORS:

As a practice, all Directors (including Independent Directors) inducted to the Board go
through a structured orientation program. Presentations are made by Senior Management
giving an overview of the operations, to familiarize the new Directors with the Company''s
business operations. The Directors are given an orientation on the products of the
business, group structure, Board constitution and procedures, matters reserved for the
Board, and the major risks and risk management strategy of the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Changes in KMP & Directors:

Sr.No.	KMP	Date	Reason
1.	Mr. Raman Talwar	September01,2023	Appointed as Additional Executive Director
2.	Mr. Kaushik Waghela	September01,2023	Appointed as Additional Non-Executive Director
3.	Mr. Anand Prakash	September01,2023	Appointed as Additional Non-Executive Independent Director
4.	Mr. Aditya Solanki	September01,2023	Appointed as Additional Non-Executive Independent Director
5.	Mr. Mohammed Aslam Khan	September01,2023	Resigned as Executive Director
6.	Mr. Anis Choudhary	September01,2023	Resigned as Whole-time Director
7.	Mrs. Soummya Bania	September01,2023	Resigned as Non-Executive Independent Director
8.	Dr. Nisar Shariq	September01,2023	Resigned as Non-Executive Independent Director
9.	Mr. Moiz Miyajiwala	September01,2023	Resigned as Non-Executive Independent Director

10.	Mr. Raman Talwar	September 30,2023	Re-designated as Managing Director
11.	Mr.Kaushik Waghela	September 30,2023	Re-designated as Director
12.	Mr.Anand Prakash	September 30,2023	Re-designated as Director
13.	Mr. Aditya Solanki	September 30,2023	Re-designated as Director
14.	Mr. Puneet Vaidya	May02,2023	Appointed as Company Secretary and Compliance Officer
15.	Mr.Viraj Mane	April07,2023	Resigned as Company Secretary and Compliance Officer
16.	Ms. Damini Baid	March 07,2024	Resigned as Woman Additional Independent Director
17.	Mr. Puneet Vaidya	February 08, 2024	Resigned as Company Secretary and Compliance Officer
18.	Ms. Amrita Gupta	March 14, 2024	Appointed as Company Secretary and Compliance Officer
19.	Ms. Anamika Tiwari	June 08, 2024	Appointed as additional non-executive woman director
20.	Mr. Kaushik Mahesh Waghela	August 05, 2024	Resigned as Non-executive director

ii. Committees of Board of DirectorsasonSeptember01,2024:

Sr. No.	Date	Committee	Director Name
	September 01, 2024	Audit Committee	Anand Prakash (Chairman)
1.			Aditya Solanki(Member)
			Raman Talwar(Member)
2.	September 01, 2024	Nomination and Remuneration Committee	Aditya Solanki(Chairperson)
			Anand Prakash(Member)
			Anamika Tiwari (Member)
3.	September 01, 2024	Stakeholder Relationship Committee	Aditya Solanki(Chairperson)
			Anand Prakash(Member)
			Anamika Tiwari (Member)

iii. Independent Directors:

Our Company has received annual declarations from all the Independent Directors of
the Company confirming that they meet with the criteria of Independence provided in
Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been
no change in the circumstances, which may affect their status as Independent Director
during the year.

The Independent Directors met on January 05, 2024, without the attendance of Non-

Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

16. BOARD MEETINGS:

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings were convened, as and when required to discuss and decide
on various business policies, strategies and other businesses.

Date of Board Meeting:

Sr. No.	Dates	Total Directors	Directors present
1	02/05/2023	5	5
2	07/05/2023	5	5
3	30/05/2023	5	5
4	02/08/2023	5	5
5	01/09/2023	5	5
6	13/11/2023	5	5
7	10/01/2024	5	5
8	14/03/2024	5	5

The name of members of the Board and their attendance at board meetings are as under:

S. No.	Name of Director	No. of meetings/ Total Meetings entitled to attend	Whether attended AGM or not?
1	Mr. Mohammed Aslam Khan	5	NO
2	Mr. Anis Ahmed Choudhary	5	NO
3	Ms. Soummya Bania	5	NO
4	Dr. Nisar Shariq	5	NO
5	Mr. Moiz Miyajiwala	5	NO
6	Ms. Damini Baid	1	YES
7	Mr. Raman Talwar	2	YES
8	Mr. Kaushik Waghela	2	YES
9	Mr. Anand Prakash	2	YES
10	Mr. Aditva Solanki	2	YES

The gap between two consecutive meetings was not more than one hundred and
twenty days as provided in section 173 of the Act.

17. GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of
which are given as under:

Sr.No.	Type of General Meeting	Date of General Meeting
1	Annual General Meeting	30th September, 2023

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted by
our Directors by a Board Resolution dated September 01, 2023:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			04/05/2023	10/07/2023	05/10/2023	10/01/2024
Anand Prakash	Non-Executive Director	Chairperson	YES	YES	YES	YES
Raman Talwar	Executive Director	Member	YES	YES	YES	YES
Aditya Solanki	Non-Executive Director	Member	YES	YES	YES	YES

The Committee is governed by a Charter, which is in line with the regulatory

requirements mandated by the Companies Act, 2013. Some of the important functions

performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company''s financial reporting process and financial information
submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements
and the Auditor''s Limited Review Report thereon / Audited Annual Financial
Statements and Auditors'' Report thereon before submission to the Board for
approval. This would, inter alia, include reviewing changes in the accounting policies
and reasons for the same, major accounting estimates based on exercise of
judgement by the Management, significant adjustments made in the Financial
Statements and/or recommendation, if any, made by the Statutory Auditors in this
regard.

• Review the Management Discussion & Analysis of financial and operational
performance.

• Discuss with the Statutory Auditors its judgement about the quality and
appropriateness of the Company''s accounting principles with reference to the
Accounting Standard policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for
appointment on the Committee and possess sound knowledge of finance, accounting
practices and internal controls.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act,
2013, was constituted by our Directors by a Board Resolution dated April 25, 2019.

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on
			15/07/2023	09/02/2024
Aditya Solanki	Non - Executive Independent Director	Chairperson	Yes	Yes
Anand Prakash	Non -Executive Independent Director	Member	Yes	Yes
Kaushik Waghela	Non-Executive Director	Member	Yes	Yes

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and senior management employees and their
remuneration;

• Review the performance of the Board of Directors and Senior Management Employees
based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board''s
Report in "Annexure I".

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013
was constituted by our Directors by a Board Resolution dated April 25, 2019.

Attendance at the Stakeholders

Name of Director Category Position in Relationship Committee held on

the committee 14/06/2023 12/01/2024

Aditya Solanki Non - Executive

___ Independent Director Chairperson _Yes_ ^Yes_

Raman Talwar	Executive Director	Member	Yes	Yes
Kaushik Waghela	Non-Executive Director	Member	Yes	Yes

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be
issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities
reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of
share certificates/certificates relating to other securities;

• issue and allot right shares/ bonus shares pursuant to a Rights Issue/Bonus Issue
made by the Company, subject to such approvals as maybe required;

• to grant Employee Stock Options pursuant to approved Employees'' Stock Option
Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approval as
maybe required;

• to approve and monitor dematerialization of shares / debentures / other securities
and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the
Share Department to attend to matters relating to non-receipt of annual reports,
notices, non-receipt of declared dividend / interest, change of address for
correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors/stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance
complaints. The Company had no share transfers pending as on March 31, 2024.

Ms. Amrita Gupta, Company Secretary of the Company is the Compliance Officer.

19. BOARD''S PERFORMANCE EVALUATION:

In compliance with the Act and Listing Regulations, the Board of Directors carried out an
annual evaluation of the Board itself, its Committees and individual Directors. The entire
Board carried out performance evaluation of each Independent Director excluding the
Independent Director being evaluated.

The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board and
Committees were mainly based on Disclosure of Information, Key functions of the Board
and Committees, Responsibilities of the Board and Committees, etc. Evaluation
parameters of Individual Directors including the Chairman of the Board and Independent
Directors were based on Knowledge to Perform the Role, Time and Level of
Participation, Performance of Duties and Level of Oversight and Professional Conduct
etc.

Independent Directors in their separate meeting evaluated the performance of Non¬
Independent Directors, Chairperson of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria laid under the provisions of Section 135 of
the Act and rules framed there under. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company.

21. AUDITORS:

i. Statutory Auditors:

M/s AR Sodha & Company, Chartered Accountants, tendered their resignation as
Statutory Auditors of the Company on 2^nd March 2024, due to personal reasons
under unavoidable circumstances. Pursuant to their resignation, the Board of
Directors, in a duly convened meeting held on 14^th March 2024, appointed M/s
NGMKS & Associates, Chartered Accountants, as the Statutory Auditors of the
Company to examine and audit the Books of Accounts for the Financial Year 2023¬
24. This appointment was subsequently ratified by the members of the Company at
the Extraordinary General Meeting convened on 12^th April 2024 as per the
provisions of Section 139(8) of the Companies Act, 2013. The Report given by the
Auditors on the Financial Statements of your Company is part of this Annual Report.

There is no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.

The Statutory Auditors Report to the Members for the Financial Year under review
does not contain any modified opinion or qualifications and the observations,
Comments given in the report of the Statutory Auditors read together with Notes to
Accounts are self- explanatory and hence, do not call for any further explanation or
comments under Section 134(f) (i) of the Act.

ii. Secretarial Auditor:

Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company had appointed Ms. Neeta Sinha, Practicing Company Secretary,(COP No.
24774),to undertake the Secretarial Audit of the Company. Their Secretarial Audit
Report, in prescribed Form No. MR-3, is annexed to the Directors Report as
Annexure III, and does not contain any qualification, reservation or adverse
remarks.

iii. Cost Auditor:

The company does not fall within the provisions of Section 148 of Company''s Act,
2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore such
records are duly maintained.

iv. Internal Auditor:

The Board appointed M/s NAVP & Associates, Chartered Accountant, as the Internal
Auditor of the Company for the Financial Year 2023-24.

22. AUDITOR''S REPORT:

The Auditor''s Report and Secretarial Auditor''s Report does not contain any
qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is
given as an Annexure which forms part of this report.

23. VIGIL MECHANISM:

Our Company is committed to maintain the highest standard of honesty, openness
and accountability and recognise that employees play an important role in growth
and expansion of the company. They are the most valuable asset of the Company.

In accordance with the provisions of Section 177(9) & (10) of the Act, read with Rule
7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and
Regulation 22 of Listing Regulations, the Company has adopted vigil mechanism
policy to enable the Directors and employees to have direct access to the
Chairperson as well as the Members of the Audit Committee. The Vigil Mechanism
Policy is available on the website of the company website at www.transpact.in.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with read with rules made there under,
the Board has appointed M/s NAVP & Associates, Chartered Accountants, as an
Internal Auditors of the Company to check the internal controls and functioning of
the activities and recommend ways of improvement. The Internal Financial Controls
with reference to financial statements as designed and implemented by the
Company are adequate. The Internal Audit is carried out half yearly basis; the report
is placed in the Audit Committee Meeting and the Board Meeting for their
consideration and direction.

During the year under review, no material or serious observation has been received
from the internal auditors of the Company for inefficiency or inadequacy of such
controls.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a Risk Management Policy to identify, evaluate risks and
opportunities. This framework seeks to create transparency, minimize adverse impact
on the business objectives and enhance the Company''s competitive advantage. This
framework is intended to assist in decision making process that will minimize potential
losses, improve the management in the phase of uncertainty and the approach to new
opportunities, thereby helping the Company to achieve its objectives.

Your Company has been on a continuous basis reviewing and streamlining its various
operational and business risks involved in its business as part of its risk management
policy. Your Company also takes all efforts to train its employees from time to time to
handle and minimize these risks.

[[

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company state that the applicable Secretarial
Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India,
relating to Meetings of Board of Directors and General Meetings respectively, have been
duly complied with.

27. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details as required under Section 197 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is hereto marked and annexed
as "Annexure - IV" with this report and is forming part of the Board''s Report.

The Company''s remuneration policy for Directors, Key Managerial Personnel and other
employees represents the overarching approach of the Company and is directed
towards rewarding performance based on review of achievements periodically.

28. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website www.transpact.in.

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The nature of the activities of the Company is such that the disclosure in respect of
Conservation of energy and Technology Absorption pursuant to Rule 8 of Companies
(Accounts) Rules, 2014 is not applicable and the Company does not have any foreign
exchange earnings and outgo during the financial year under review.

30. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.

31. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section73 of the Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.

32. CODE OF PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading
by designated persons and their immediate relatives and a Code of Fair Disclosure to
formulate a framework and policy for disclosure of events and occurrences that could
impact price discovery in the market for its securities as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Code is available on the Company''s website www.transpact.in.

33. RELATED PARTY TRANSACTIONS:

I) The particulars of contracts or arrangements with related parties:

transactions only in the ordinary and normal course of business and at arm''s length as
part of its philosophy of adhering to highest ethical standards, transparency and
accountability. In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions.

Further, Related Party Transactions are placed on a half yearly basis before the Audit
Committee and before the Board for approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of foreseeable and repetitive
nature.

The particulars of contracts or arrangements with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is
annexed hereto and marked as Annexure-ll and forms part of this Report. All the
transactions other than transactions mentioned in AOC-2 is executed/ undertaken by
the Company at arm''s length and in ordinary course of the business.

II) Disclosure of Related Party Transaction with Person or Entity belonging to Promoter &
Promoter Group:

The Company has not made any transaction(s) with an Entity belonging to Promoter or
Promoter Group that holds 10% or more shareholding of the Company:

III) Disclosure of Loans and advances in nature of Loan to Subsidiaries and Associate of the
Company:

During the year under review, your Company did not have any subsidiary and associate.
Hence the said reporting is not applicable.

34. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company''s operations in future.

35. FRAUD REPORTING:

There have been no frauds reported by the Auditors of the Company to the Audit
Committee or the Board of Directors under sub-section (12) of section 143 of the
Companies Act, 2013 during the financial year.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with the
Requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set
up to redress complaints received regarding Sexual Harassment at workplace, with a
mechanism of lodging & redress the complaints. All employees (permanent, contractual,
temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual
Harassment of Women at Work place (Prevention, Prohibition &Redressal) Act, 2013
read with Rules there under, the Company has not received any complaint of sexual
harassment during they are under review.

37. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts it is
ensuring that employees are aligned on common objectives and have the right
information on business evolution.

38. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.

39. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year.

2. The details of difference between amounts of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.

40. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory
and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the
board is of the opinion that the Company''s internal financial controls were adequate
and effective during the financial year 2023-24. Accordingly, pursuant to Section 134(5)
of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year ended on
March 31, 2024 and of the profit and loss and cash flow of the Company for the period
ended March 31, 2024;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts for the year ended March 31, 2024 on a going
concern basis;

v. They have laid down internal financial controls and the same have been followed by the
Company and thatsuchinternalfinancialcontrolsareadequateandoperatingeffectively;and

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

41. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as explained in the Corporate Governance Report, describing
the Company''s objectives, projections, estimates and expectations may constitute
''forward looking statements'' within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the
statement depending on the circumstances.

42. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would
also like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, members, debenture holders and debenture
trustee during the year under review.

Registered Office:

204, 2nd Floor, Timmy Arcade, On Behalf of the Board of Directors

Makwana Road Marol, FOR TRANSPACT ENTERPRISES LIMITED

Andheri East Mumbai - 400059

CIN: U66110MH2013PLC243247 Sd-

Website: www.transpact.in Raman Talwar

Email: [email protected] Managing Director

DIN:07052896

Date: 02''September''2024
Place: Mumbai